Exhibit 10.13
WYETH
DEFERRED STOCK UNIT AWARD
AGREEMENT
UNDER THE WYETH 2008
NON-EMPLOYEE
DIRECTOR STOCK INCENTIVE
PLAN
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[Name and Address of
Grantee]
(the “ Grantee
”)
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DATE OF
GRANT:
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NUMBER OF
DEFERRED STOCK UNITS:
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1. Grant of Deferred Stock Unit
Award . Wyeth, a Delaware corporation (the “
Company ”), pursuant to its 2008 Non-Employee Director
Stock Incentive Plan (the “ Plan ”), hereby
grants the Grantee the number of Deferred Stock Units specified
above (the “ Deferred Stock Unit Award ”). Each
Deferred Stock Unit shall represent the right to receive one share
of Stock subject to the terms and conditions set forth herein, as
well as all of the terms and conditions of the Plan, all of which
are incorporated herein in their entirety. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Plan.
In the event of a conflict or inconsistency between the terms and
provisions of the Plan and the provisions of this Deferred Stock
Unit Award Agreement (this “ Agreement ”), the
Plan shall govern and control.
2. Vesting Schedule . Subject
to the Grantee’s continued Board Membership through the
applicable vesting date, the Deferred Stock Unit Award shall become
fully vested on the date that is twelve (12) months and thirty
(30) days following the Date of Grant; provided ,
however , that no portion of the Deferred Stock Unit Award
shall become vested prior to the date upon which the Grantee has
completed two years of continuous Board Membership following the
Grantee’s election to the Board. Notwithstanding the
foregoing, and subject to applicable laws, the Deferred Stock Unit
Award set forth in this Agreement shall become immediately vested
upon the occurrence of a Change in Control solely to the extent
provided in Section 13 hereof.
3. Accelerated Vesting and
Forfeiture of Deferred Stock Unit Award Upon Termination of Board
Membership . In the event that the Grantee dies or incurs a
Termination of Board Membership on account of the Grantee’s
Mandatory Retirement, and if the Grantee has completed at least two
years of continuous Board Membership, all unvested Deferred Stock
Units granted under this Agreement and held by the Grantee as of
such termination date shall immediately become fully vested. In the
event that the Grantee incurs a Termination of Board Membership for
any other reason, all unvested Deferred Stock Units granted under
this Agreement and held by the Grantee as of such termination date
shall immediately expire and be forfeited without further
consideration to the Grantee.
4. Payment Election . No
later than thirty (30) days following the Date of Grant, the
Grantee shall make an Initial Election by filing with the Company
an initial Payment Election Form, in a form provided by the
Company, indicating whether the payment of the Deferred Stock Unit
Award, if vested, upon the Grantee’s death or Termination of
Board
Membership is to be made in a lump sum or in a
series of 2 to 10 substantially equal annual installments and the
time of payment. If the Grantee fails to file a timely Payment
Election Form or makes a payment election that is invalid or not
otherwise permitted by the Plan, the Deferred Stock Unit Award, by
default, shall be distributed, to the extent then vested, in a lump
sum on the first day of the month following the death or
Termination of Board Membership of the Grantee (the “
Default Election ”). The Initial Election (or the
Default Election, if applicable) shall be a standing election and
shall apply to the Deferred Stock Unit Award granted under this
Agreement and, unless such standing election is modified, to all of
the Grantee’s subsequent Deferred Stock Unit Awards. The
Grantee may elect to change the time and form of payment for any
future Deferred Stock Unit Award by filing with the Company a
Payment Election Modification Form, in a form provided by the
Company, with the Company. A Payment Election Modification Form
must (i) be in accordance with the Plan, and (ii) be made
in writing and filed no later than December 31, or such
earlier date prescribed by the Committee, in the calendar year
prior to the calendar year in which the Deferred Stock Unit Award
with respect to which the modification shall be effective is
granted. Any such Payment Election Modification Form shall apply to
all of the Grantee’s Deferred Stock Unit Awards granted in
calendar years subsequent to the filing of such election, unless
and until a new Payment Election Modification Form is filed with
the Company. An Initial Election pursuant to this Section 4
shall be in accordance with the Applicable Transition Relief and
shall not apply if the Deferred Stock Unit Award would otherwise be
distributable in the calendar year in which the election is made.
An election pursuant to this Section 4 shall become
irrevocable on the last permissible date for making such election
but may be changed at any time before such date. “Applicable
Transition Relief” means the following transition guidance,
as applicable, with respect to the application of
Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274
(published as modified on January 6, 2005),
(ii) Section XI.C. of the preamble to the proposed
Treasury Regulations under Section 409A (70 F.R.
57930; October 4, 2005), (iii) I.R.S. Notice
2006-79, I.R.B. 2006-43 and (iv) I.R.S. Notice 2007-86, I.R.B.
2007-46.
5. Deferred Unit Account. On
the Date of Grant, the Company shall establish a Deferred Unit
Account for the Grantee and shall credit such newly established
Deferred Unit Account with the number of Deferred Stock Units
attributable to the Deferred Stock Unit Award.
6. Contribution of Stock to
Trust . On the Date of Grant, the Company shall contribute to
the Trust for the benefit of the Grantee a number of shares of
Stock equal to the number of Deferred Stock Units granted to the
Grantee pursuant to the Deferred Stock Unit Award. The Company
shall instruct the Trustee to establish a Deferred Stock Account
for the Grantee and allocate the number of shares of Stock
attributable to the Deferred Stock Unit Award to such newly
established Deferred Stock Account. Stock held in the Deferred
Stock Account (including, without limitation, Dividend Equivalents)
shall be subject to vesting to the same extent that the Deferred
Stock Unit Award is subject to vesting. Upon forfeiture of all or a
portion of the Deferred Stock Unit Award as provided in
Section 3 above, the corresponding number of shares of Stock
held in the Deferred Stock Account shall be forfeited and returned
to the Company.
7. Dividend Equivalents . The
Company shall withhold cash dividends payable on the shares of
Stock held in the Trust and, on each
